SUMMARY OF MATERIAL CHANGES TO APRIL 2020 CONSOLIDATED TERMS


Section 1.2 – Removed references to Purchased Hardware and Subscription Hardware.

Section 2.2 – Added the following language: “For the avoidance of doubt and without limiting the generality of the foregoing, you are specifically prohibited from acting as a “service bureau” to process data of any other restaurant location or restaurant operator.”

Section 2.4 – Added the following language:

  • “You acknowledge and agree that SICOM is permitted to install such Updates to the Software without prior notice to You.”; and

  • “In addition, your franchisor may from time to time request or direct that SICOM install menu Updates at your Authorized Restaurant Locations without prior notice to you, and you agree to release SICOM from any liability related to such menu Updates.”

  • “or as a result of SICOM’s installation of such Updates. You acknowledge and agree that You are responsible for ensuring that all Updates have been installed, regardless of whether such Updates are installed by You or by SICOM.” after the words “SICOM shall have no liability to you for any loss or damage resulting from your failure to timely accept such Updates,”

Section 4.1.1 – Removed the following language: “During the Subscription Term, as applicable, we will send you replacement Subscription Hardware in accordance with the refresh intervals set forth in the Sales Agreement (the “Refresh Cycle”).”

Section 5.3 - Replaced all of Section 5.3 with the following language: “You shall be responsible for, pay when due, and shall indemnify and hold SICOM harmless from and against any liability, obligation, cost or expense relating to any sales, value-added, use, ad valorem, intangible, transfer, excise, documentary stamp, importation/exportation or other taxes, duties, fees, tariffs, levies or other governmental charges, including any penalties and interest thereon (collectively, “Taxes”) (A) payable in connection with and/or relating to the System, the Services and the related actions to be taken by the parties pursuant to these System Terms other than taxes based on our net income and (B) payable in connection with and/or relating to any use of the System and the Services and any related sales, including Taxes arising from any incorrect or insufficient data entered into the Services by you, or a third-party marketplace facilitator or marketplace provider, other than Taxes based on our net income. If you provide us with satisfactory evidence of a tax exemption, we will not bill you for taxes to which the exemption applies. To the extent that any Taxes are subsequently imposed on SICOM, you shall promptly pay such Taxes and indemnify and hold SICOM harmless for and against such Taxes. You shall also indemnify, defend and hold the Indemnified Parties (as defined below) harmless from and against, any liability, obligation, cost or expense relating to your failure to comply with Section 7.2(v) of these System Terms. The indemnification provisions under this Section 5.3 shall be covered under Section 10.3 of this Agreement.”

Section 6 – Removed the following language: “(v) Make available, at no extra charge to you (other than shipping, handling, and taxes) during the Subscription Term, corrections and updates of Subscription Hardware, if any, as made generally available to other supported customers during such period.”

Section 8.1 – Removed the following language:

  • Removed references to “Purchased Hardware” in Section 8.1(i); and

  • Removed Section 8.1(ii) - “and (ii) with respect to Subscription Hardware, the Refresh Cycle (subject to earlier termination of the Subscription Term),”

Section 10.3 – Added the following language to the end of Section 10.3: “including Taxes arising from any incorrect data or insufficient data entered into the System by you, any other third-party marketplace facilitator or marketplace provider. For the avoidance of doubt, the indemnification under this Section 10.3 shall also cover your failure to comply with Section 5.3 and Section 7.2(v) of these System Terms; and any failures committed by any third-party marketplace facilitator or marketplace provider described in Section 7.2 of Schedule A to the SICOM System Terms and Conditions. This Section 10.3 shall survive the termination of this Agreement.”

Schedule A, first page, Section 7.2 (Menu Maintenance Services) – Added the following language:

  • “, or any third-party marketplace facilitator or marketplace provider,” after the words “designated personnel”; and

  • “Customer shall indemnify, defend and hold the Indemnified Parties harmless from and against, any liability, obligation, cost or expense relating to Customer’s failure to comply with this paragraph or for any failures committed by any third-party marketplace facilitator or marketplace provider that are described in this paragraph and are the sole responsibility of Customer, and such indemnity shall be covered under Section 10.3 of this Agreement.”